RESULTS OF THE ANNUAL GENERAL MEETING OF MASTER DRILLING HELD ON THURSDAY, 21 JULY 2016

Master Drilling shareholders are advised that the results of the business conducted at the annual general meeting held on Thursday, 21 July 2016 at 09h00 at Grant Thornton offices, Wanderers Office Park, 52 Corlett Drive, Illovo, Johannesburg are as follows:

1. Annual Financial Statements

The abridged consolidated audited annual financial statements of the Company and its subsidiaries, together with the auditors’, Audit Committee and Directors’ reports for the year ended 31 December 2015 were considered.

For % Against % Abstain % Shares Voted %
127,781,563 100.00000% 0.00000% 0.00000% 127,781,563 100.00000%

 

Presentation of Annual Financial Statements

2. Ordinary resolution number 2 – Re-appointment of Grant Thornton as auditors and noting J Barradas as audit partner

Grant Thornton was re-appointed as the independent registered auditor of the Company, with J Barradas noted as the audit partner, until the conclusion of the next annual general meeting.

For % Against % Abstain % Shares Voted %
127,781,563 100.00000% 0.00000% 0.00000% 127,781,563 100.00000%

 

Reappointment of Grant Thornton as auditors and noting J Barradas as the designated registered auditor

 

3. Ordinary resolution numbers 3 and 4 : Re-election of Non-Executive Directors

Messrs. Johan Louis Botha and Shane Trevor Ferguson were re-elected by separate resolutions for a further term of office.

Re-election of Non-Executive Directors For % Against % Abstain % Shares Voted %
Johan Louis Botha 127,781,563 100.00000% 0.00000% 0.00000% 127,781,563 100.00000%
Shane Trevor Ferguson 126,915,286 99.32206% 866,277 0.67794% 0.00000% 127,781,563 100.00000%

 

 

4. Ordinary resolution number 5: Re-appointment of members of the Audit Committee

Messrs Jacques Pierre de Wet, Johan Louis Botha, Akhter Alli Deshmukh (all Independent Non-Executive Directors) and Shane Trevor Ferguson (Non-Executive Director) were each elected by way of separate resolution as members of the Master Drilling Audit Committee with effect from the end of the annual general meeting.

Re-appointment of members of the Audit Committee For % Against % Abstain % Shares Voted %
5.1 Jacques Pierre de Wet 127,781,563 100.00000% 0.00000% 0.00000% 127,781,563 100.00000%
5.2 Johan Louis Botha 127,781,563 100.00000% 0.00000% 0.00000% 127,781,563 100.00000%
5.3 Shane Trevor Ferguson 123,411,648 96.66395% 4,259,159 3.33605% 110,756 0.07470% 127,670,807 100.00000%
5.4 Akhter Alli Deshmukh 127,781,563 100.00000% 0.00000% 0.00000% 127,781,563 100.00000%

 

 

 

5. Ordinary resolution number 6: General authority to Directors to allot and issue authorised but unissued ordinary shares

The general authority was approved for the Directors of Master Drilling to allot and issue ordinary shares. up to a maximum of 5% of the authorised but unissued ordinary shares of the Company, pursuant to the provisions of the Companies Act and the JSE Listings Requirements and subject to the passing of Ordinary Resolution number 7.

General authority to Directorsto allot and issue authorised but unissued ordinary shares For % Against % Abstain % Shares Voted %
  107,443,955 84.08408% 20,337,608 15.91592% 0.00000% 127,781,563 100.00000%

6. Ordinary resolution number 7: General authority for Directors to issue shares for cash

The general authority for Directors to issue shares for cash, limited to a maximum number of 7,413,275 ordinary shares and which authority is only valid until the next annual general meeting, was approved.

General authority for Directors to issue shares for cash For % Against % Abstain % Shares Voted %
  107,443,955 84.08408% 20,337,608 15.91592% 0.00000% 127,781,563 100.00000%

 

 

7. Ordinary resolution number 8: Advisory endorsement of the Master Drilling Remuneration Policy

The Company’s Remuneration Policy (excluding the remuneration of Directors for their services as Directors and members of the Board or statutory committees) as set out in the Integrated Annual Report, was endorsed by way of a non-binding advisory vote.

Endorsement of the MasterDrilling Remuneration Policy For % Against % Abstain % Shares Voted %
  124,388,681 97.34478% 3,392,882 2,65522% 0.00000% 127,781,563 100.00000%

8. Special resolution number 1: General authority to acquire (repurchase) Master Drilling ordinary shares

The general authority for the Company or any one of its subsidiaries to acquire Master Drilling ordinary shares in the share capital of the Company, and subject to the requirements of the Companies Act and the JSE Listings Requirements, was approved.

General authority to acquire (repurchase) Master Drilling ordinary shares For % Against % Abstain % Shares

Voted

%
  127,781,563 100.00000% 0.00000% 0.00000% 127,781,563 100.00000%

9. Special resolution number 2: Directors’ fees

The remuneration to be paid to Directors for their services as Directors for the year commencing 1 August 2016, as recommended by the Remuneration Committee and as set out in the Notice of Annual General Meeting, was approved.

Directors’ fees For % Against % Abstain % Shares Voted %
  127,781,563 100.00000% 0.00000% 0.00000% 127,781,563 100.00000%

 

10. Special resolution number 3: Financial assistance in terms of sections 44 and 45 of the Companies Act

The ability for the Company to provide any direct or indirect financial assistance as contemplated in sections 44 and 45 of the Companies Act to any one or more related or inter-related companies or corporations of Master Drilling, from time to time during a period of two years, commencing on the date of this special resolution, and subject to the JSE Listings Requirements, was approved.

Financial assistance in terms of sections 44 and 45 of the Companies Act For % Against % Abstain % Shares

Voted

%
  127,781,563 100.00000% 0.00000% 0.00000% 127,781,563 100.00000%

Accordingly, all the resolutions as set out in the Notice of Annual General Meeting were passed with the requisite majority of votes.

The special resolutions will, to the extent necessary, be filed and registered with the Companies and Intellectual Property Commission.

Fochville

21 July 2016

Sponsor

Investec Bank Limited